0000921895-05-001815 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 4th, 2005 • Relationserve Media Inc • Communications services, nec

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 31, 2005, by and among RelationServe Media, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

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SENDTEC ACQUISITION CORP. SECURITIES PURCHASE AGREEMENT DATED AS OF OCTOBER 31, 2005
Securities Purchase Agreement • November 4th, 2005 • Relationserve Media Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2005, among SendTec Acquisition Corp., a Delaware corporation (“STAC”), RelationServe Media, Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and Christiana Corporate Services, Inc., a Delaware corporation, in its capacity as administrative agent for the Purchasers (together with its successors and assigns in such capacity, the “Agent”).

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